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10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X]
§
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2008
OR
[_]
§
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to _______________
Commission File Number 0-22182
PATRIOT SCIENTIFIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
§
84-1070278
(I.R.S. Employer Identification No.)
6183 Paseo Del Norte, Suite 180, Carlsbad, California
(Address of principal executive offices)
§
92011
(Zip Code)
(Issuer’s telephone number): (760) 547-2700
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X ] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
On October 3, 2008, 409,721,630 shares of common stock, par value $.00001 per share (the issuer’s only class of voting stock) were outstanding.
INDEX
Page
PART I. FINANCIAL INFORMATION
§
ITEM 1. Financial Statements
§
Condensed consolidated Balance Sheets as of August 31, 2008 (unaudited) and May 31, 2008
§
3
Condensed consolidated Statements of Operations for the three months ended August 31, 2008 and August 31, 2007 (unaudited)
§
4
Condensed consolidated Statements of Cash Flows for the three months ended August 31, 2008 and August 31, 2007 (unaudited)
§
5
Notes to condensed consolidated Financial Statements (unaudited)
§
6-27
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
§
28-38
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
§
39
ITEM 4. Controls and Procedures
§
40
PART II. OTHER INFORMATION
§
ITEM 1. Legal Proceedings
§
41
ITEM 1A. Risk Factors
§
42
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
§
42
ITEM 3. Defaults Upon Senior Securities
§
42
ITEM 4. Submission of Matters to a Vote of Security Holders
§
42
ITEM 5. Other Information
§
42
ITEM 6. Exhibits
§
42-44
SIGNATURES
§
2
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements
Patriot Scientific Corporation
Condensed Consolidated Balance Sheets
August 31, 2008
§
May 31, 2008
§
ASSETS
§
(Unaudited)
§
Current assets:
§
Cash and cash equivalents
§ $ 8,757,634 $ 6,424,015
Restricted cash and cash equivalents
§ 51,445 51,122
Marketable securities and short term investments
§ 89,761 298,243
Accounts receivable
§ 283,623 538,500
Accounts receivable - affiliated company
§ 6,780 7,501
Notes receivable
§ 824,843 450,115
Inventory
§ 741,884 388,141
Prepaid income taxes
§ - 222,311
Deferred tax assets
§ 640,582 1,390,832
Prepaid expenses and other current assets
§ 291,971 79,840
Total current assets
§ 11,688,523 9,850,620
Marketable securities
§ 12,377,976 12,527,675
Property and equipment, net
§ 62,112 68,504
Deferred tax assets
§ 1,331,609 -
Other assets
§ 8,190 8,190
Investments in affiliated companies
§ 5,416,826 2,913,614
Patents and trademarks, net of accumulated amortization of $622,762 and $622,003
§ 41,013 63,299
Total assets
§ $ 30,926,249 $ 25,431,902
LIABILITIES AND STOCKHOLDERS’ EQUITY
§
Current liabilities:
§
Accounts payable
§ $ 639,367 $ 555,690
Accrued expenses and other
§ 327,477 373,848
Note payable
§ 140,592 -
Income taxes payable
§ 3,749,353 -
Total current liabilities
§ 4,856,789 929,538
Deferred tax liabilities
§ - 1,085,181
Total liabilities
§ 4,856,789 2,014,719
Commitments and contingencies
§
Minority interest
§ 36,770 115,406
Stockholders’ equity:
§
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